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Offer, Acceptance, Notice

An offer lives only until it dies

O.C.G.A. 13-3-2 provides that until each party has assented to all the terms there is no binding contract, and until then each party may withdraw his bid or proposition. Revocation is effective when communicated before acceptance.

State the trap outright: a stated expiration such as "this offer expires Friday at 5:00 p.m." does not bind the offeror. Only consideration creating an option makes an offer irrevocable. A withdrawing buyer pays nothing and needs no agreement from the seller — revocation never requires the offeree's consent.

Counteroffers kill

Under the mirror image rule, any change to the offer's terms is a counteroffer: simultaneously a rejection of the original offer and a new offer. Once countered, the original offer can no longer be accepted. A rejected offer cannot be revived, and no contract forms at the original price, because the buyer never assented to the new one. A change made before acceptance is a counteroffer, not an amendment — an amendment is a signed change made after a binding agreement exists.

The Binding Agreement Date

Georgia rule. GAR F201 ties the Binding Agreement Date to the date a party who has accepted an offer or counteroffer delivers notice of that acceptance to the party who made it. The most common candidate error is using the date the last party signs. Acceptance is effective on communication, not signature. The Holder's deposit of earnest money is a separate five-banking-day deadline, and the closing attorney's agreement to serve as Holder is an F510 step that follows this date.

Mailbox rule and deadlines

O.C.G.A. 13-3-3: an acceptance by written reply takes effect from the time it is sent, not when received or read. No written acknowledgment is required, and GAR treats electronic notice as delivered when sent.

GAR F201 paragraph C.3.f: no deadline is extended by falling on a Saturday, Sunday or federal holiday except the date of closing. So a due diligence deadline landing on Saturday stays on Saturday while the closing date moves — not both, and not neither.

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